SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Brown Christopher Michael

(Last)

(First)

(Middle)

C/O XPO LOGISTICS, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2022

3. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	5,643	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001 per share	3,742	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	1,071	⁽²⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	8,237	⁽²⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001 per share	2,807	⁽²⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.001 per share	4,383	⁽²⁾	D

Explanation of Responses:

1. 50% of these Restricted Stock Units ("RSUs") vest on March 15, 2022 and 50% on March 15, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

2. Each RSU represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.

3. These RSUs vest fully on January 15, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

4. 50% of these RSUs vest on December 8, 2022 and 50% on December 8, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

5. These RSUs vest in four equal annual installments on March 10, 2022, March 10, 2023, March 10, 2024 and March 10, 2025, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

6. 2,192 of these RSUs vest on November 14, 2023, 1,095 RSUs vest on November 14, 2024, and 1,096 RSUs vest on November 14, 2025, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

See Exhbit 24, Power of Attorney, attached.

	/s/ Riina Tohvert, Attorney-in-Fact	03/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.